Common use of Purchase of the Securities by the Underwriter Clause in Contracts

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder agrees to sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder the number of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37. The Selling Stockholder will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledge and agree that the Underwriter may offer and sell Securities to or through any of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Mxxxx LLP at 10:00 A.M., New York City time, on November 10, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the account of the Underwriter of the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling Stockholder. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. (e) The Company and the Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholder.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number principal amount of Securities set forth opposite its the Underwriter’s name on in Schedule 1 hereto at a price per Security equal to $17.3799% of the principal amount thereof plus accrued interest, if any, from December 21, 2005 to the Closing Date (as defined below). The Selling Stockholder Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine Sxxxxxx Xxxxxxx & Mxxxx Bxxxxxxx LLP at 10:00 A.M., New York City time, on November 10December 21, 20172005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company, for the account of the Underwriter Underwriter, of one or more global notes representing the Securities to be purchased on such date(collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall The Global Note will be made through the facilities of The Depository Trust Company unless available for inspection by the Underwriter shall otherwise instructnot later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and the Selling Stockholder Guarantors acknowledge and agree that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Guarantors or any other person. Additionally, the Underwriter is not advising the Company or Company, the Selling Stockholder Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Guarantors with respect thereto. Any review by the Underwriter of the Company or Company, the Selling StockholderGuarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderGuarantors.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number of Underwritten Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to Unit of $17.37. The Selling Stockholder will not be obligated to deliver any of ___(the Securities except upon payment for all the Securities to be purchased as provided herein“Purchase Price”). (b) In addition, the Company agrees to issue and sell the Option Securities to the Underwriter to cover over-allotments as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Securities at the Purchase Price. The Underwriter may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the forty-fifth day following the date of this Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full Business Day after the date of such notice (unless the Company and the Selling Stockholder understand that Underwriter otherwise agree). Any such notice shall be given at least two Business Days prior to the Underwriter intends to make a public offering date and time of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company and the Selling Stockholder acknowledge and agree that the Underwriter may offer and sell Securities to or through any of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriterdelivery specified therein. (c) As additional consideration, the Company agrees to issue and sell the Purchase Option to the Underwriter, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Purchase Option at an aggregate purchase price of $100. The Purchase Option shall be exercisable, in whole or in part, commencing on the first anniversary of the Effective Date (as defined below) of the Registration Statement and expiring on the fifth anniversary of the Effective Date of the Registration Statement at an exercise price per Unit equal to the Purchase Price. (d) Payment for and delivery the Securities shall be made by wire transfer in immediately available funds as follows: In the case of the Underwritten Securities will and the Purchase Option, payment shall be made paid to the order of the Company to the account specified by the Company to the Underwriter, at the offices of Cravath, Swaine & Mxxxx LLP [the Underwriter] at 10:00 A.M., A.M. New York City time, time on November 10, 2017, the third business day following the date of this Agreement or at such other time or place on the same or such other date, not later than ten (10) Business Days after the fifth business day thereafterdate of this Agreement, as shall be agreed upon by the Underwriter and the Company may agree upon in writing, and, in the case of the Option Securities, $ per Option Security shall be deposited to the account specified by the Company to the Underwriter on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Securities. The time and date of such payment and delivery for the Underwritten Securities and the Purchase Option is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, are herein referred to as the “Additional Closing Date”. (d) . Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the account of the Underwriter of the Securities to be purchased on such datedate in definitive form registered in such names and in such denominations as the Underwriter shall request in writing not later than two full Business Days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Selling StockholderCompany. Delivery The certificates for the Securities will be made available for inspection and packaging by the Underwriter at the office of the Securities Underwriter not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Date or the Additional Closing Date, as the case may be, and shall be made delivered against payment therefor through the facilities of The the Depository Trust Company unless (“DTC”) for the Underwriter shall otherwise instructaccount of the Underwriter. (e) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Firm Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number of Firm Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37[ ]% of the principal amount thereof (the "Purchase Price"). In addition, the Company agrees to issue and sell the Additional Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Additional Securities at the Purchase Price. The Selling Stockholder Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Underwriter may exercise the one-time option to purchase the Additional Securities, on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate principal amount of Additional Securities as to which the option is being exercised and the date and time when the Additional Securities are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two Business Days prior to the date and time of delivery specified therein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the sole judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Firm Securities will shall be made at the offices of Cravath, Swaine & Mxxxx Xxxxx LLP at 10:00 A.M., New York City time, time on November 10[ ], 20172007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writingwriting or, in the case of the Additional Securities, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter's election to purchase such Additional Securities. The time and date of such payment and delivery for the Firm Securities is referred to herein as the “"Closing Date”" and the time and date for such payment for the Additional Securities, if other than the Closing Date, is herein referred to as the "Additional Closing Date". (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company ("DTC"), for the account of the Underwriter Underwriter, of one or more global notes representing the Firm Securities to be purchased on such date(collectively, the "Global Notes"), with any transfer taxes payable in connection with the sale of such the Firm Securities duly paid by the Selling StockholderCompany. Delivery of the Payment for any Additional Securities shall be made through on the facilities of The Depository Trust Closing Date or the Additional Closing Date, as applicable, by wire transfer in immediately available funds to the account specified by the Company unless to the Underwriter shall otherwise instructagainst delivery to the nominee of DTC, for the account of the Underwriter, of one or more Global Notes representing the Additional Securities, with any transfer taxes payable in connection with the sale of the Additional Securities duly paid by the Company. The Global Notes will be made available for inspection by the Underwriter not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (e) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s 's length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities to the Underwriter agrees as provided in this Agreement, and the Underwriter, Agreement on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees herein to purchase from the Selling Stockholder the number Company $435,000,000 principal amount of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37. The Selling Stockholder will not be obligated to deliver any 98.25% of the Securities except upon payment for all principal amount thereof plus accrued and unpaid interest, if any, from May 19, 2011 to the Securities to be purchased as provided hereinClosing Date. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the their judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter at the offices of CravathXxxxxx Xxxxxx & Xxxxxxx LLP, Swaine & Mxxxx LLP 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 9:00 A.M., New York City time, on November 10May 19, 20172011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Company and the Company Underwriter may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) ” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the account nominee of the Underwriter The Depository Trust Company (“DTC”) of one or more global notes representing the Securities to be purchased on such date, (collectively the “Global Note”) with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall be made at such times and in such quantities on the Closing Date as the Underwriter shall instruct through the facilities of The Depository Trust Company DTC, unless the Underwriter shall otherwise instruct. (e) . The Company and Securities will be made eligible for book-entry delivery through the Selling Stockholder acknowledge and agree that facilities of DTC to securities accounts of the Underwriter is acting solely in not later than 1:00 P.M., New York City time, on the capacity of an arm’s length contractual counterparty business day prior to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdictionClosing Date. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall Global Note will be responsible made available for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review inspection by the Underwriter of not later than 1:00 P.M., New York City time, on the Company or business day prior to the Selling Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderClosing Date.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities to the Underwriter as provided upon the terms set forth in this Agreement, and the Underwriter, on . On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwriter agrees to purchase from the Selling Stockholder Company the number aggregate principal amount of the Securities set forth opposite its the Underwriter’s name on in Schedule 1 II hereto at a purchase price per Security equal to $17.37of 99% of the principal amount thereof (the “Purchase Price”), payable on the Closing Date. The Selling Stockholder will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends proposes to make a public offering of the Securities as soon as the Underwriter deems advisable after the effectiveness of this Agreement as in the judgment of the Underwriter is advisablehas been executed and delivered, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) . Payment for and delivery of the Securities will shall be made at by wire transfer in immediately available funds to the offices of Cravath, Swaine & Mxxxx LLP account specified by the Company to the Underwriter at 10:00 A.M.a.m., New York City Eastern time, on November 10June 23, 20172016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) ” On or prior to the Closing Date, the Company and the Underwriter shall deliver to each other the certificates, instruments and documents specified in this Agreement. All such documents other than the certificates for the Securities may be executed and delivered electronically in pdf format or by facsimile transmission, and all such electronically delivered documents shall be deemed delivered as if executed manually and physically delivered to the other party by the party transmitting such documents by electronic means. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the account of the Underwriter of the Securities to be purchased on such date, date in such names and in such denominations as the Underwriter shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the initial sale of such the Securities pursuant to this Agreement, if any, duly paid by the Selling StockholderCompany. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Underwriter shall otherwise instruct. . The certificates for the Securities will be made available for inspection and packaging by the Underwriter at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book-entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (e) the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Selling Stockholder acknowledge Underwriter, on the other hand, (ii) in connection with the offering contemplated hereby and agree that the process leading to such transaction, the Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) the Underwriter has not assumed or will not assume an advisory or fiduciary responsibility in the capacity favor of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby or the process leading thereto (including in connection with determining irrespective of whether the terms of Underwriter has advised or is currently advising the offeringCompany on other matters) and not as no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriter and its affiliates may be engaged in a financial advisor or a fiduciary to, or an agent of, broad range of transactions that involve interests that differ from those of the Company, the Selling Stockholder or any other person. Additionally, and (v) the Underwriter is has not advising the Company or the Selling Stockholder or any other person as to provided any legal, taxaccounting, investmentregulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting or accounting, regulatory matters in any jurisdictionand tax advisors to the extent it deemed appropriate. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder agrees to sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Issuer agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter agrees to purchase from the Selling Stockholder Issuer the number entire aggregate principal amount of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.3799.780% of the principal amount thereof plus accrued interest, if any, from December 15, 2010 to the Closing Date (as defined below). The Selling Stockholder Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company Issuer and the Selling Stockholder Guarantor understand that the Underwriter intends to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Company Issuer and the Selling Stockholder Guarantor acknowledge and agree that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine Xxxxxxx Xxxxxxx & Mxxxx Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on November 10December 15, 20172010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter Underwriter, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriter by the Issuer and the Guarantor against delivery to the account of the Underwriter of the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling Stockholder. Delivery of the Securities shall be made through the facilities nominee of The Depository Trust Company unless Company, for the account of the Underwriter, of one or more global notes representing the Securities (collectively, the “Global Notes”). The Global Notes will be made available for inspection by the Underwriter shall otherwise instructnot later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Each of the Issuer and the Selling Stockholder acknowledge Guarantor acknowledges and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to each of the Company Issuer and the Selling Stockholder Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the CompanyIssuer, the Selling Stockholder Guarantor or any other person. Additionally, the Underwriter is not advising the Company Issuer or the Selling Stockholder Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each of the Issuer and the Selling Stockholder Guarantor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company Issuer or the Selling Stockholder Guarantor with respect thereto. Any review by the Underwriter of the Company or Issuer, the Selling StockholderGuarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company Issuer or the Selling StockholderGuarantor.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities Underwritten ADSs to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees agrees, to purchase from the Selling Stockholder Company the number of Securities set forth opposite its name on Schedule 1 hereto Underwritten ADSs at a price per Security ADS (the “Purchase Price”) of $3.41. In addition, the Company agrees to issue and sell the Option ADSs to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option ADSs at the Purchase Price less an amount per share equal to $17.37any dividends or distributions declared by the Company prior to the Option Closing Date and payable on the Underwritten Shares but not payable on the Option Shares. The Selling Stockholder will Underwriter may exercise the option to purchase Option ADSs at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Option ADSs as to which the option is being exercised and the date and time when the Option ADSs are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to deliver any the date and time of the Securities except upon payment for all the Securities to be purchased as provided hereindelivery specified therein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities Offered ADSs as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities Offered ADSs on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities Offered ADSs to or through any affiliate of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery the Offered ADSs shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Securities will be made Underwritten ADSs, at the offices of CravathXxxxxx Xxxxxx & Xxxxxxx LLP, Swaine & Mxxxx LLP 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on November 10February 1, 2017, 2018 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writingwriting or, in the case of the Option ADSs, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option ADSs. The time and date of such payment and delivery for the Securities Underwritten ADSs is referred to herein as the “Closing Date”,” and the time and date for such payment for the Option ADSs, if other than the Closing Date, is herein referred to as the “Option Closing Date. (d) ” Payment for the Securities Offered ADSs to be purchased on the Closing Date or the Option Closing Date, as the case may be, shall be made against delivery to the account of the Underwriter of the Securities Offered ADSs to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities ADSs duly paid by the Selling StockholderCompany. Delivery of the Securities Offered ADSs shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct(“DTC”). (ed) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities Offered ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37. The Selling Stockholder will not be obligated to deliver any 98.65% of the Securities except upon payment for all principal amount thereof (the Securities “Purchase Price”) plus accrued interest, if any, from March 7, 2008 to be purchased the Closing Date (as provided defined herein). (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter, at the offices of CravathWeil, Swaine Gotshal & Mxxxx LLP Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., A.M. New York City timetime on March 7, on November 10, 20172008, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) ” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of The Depository Trust and Clearance Corporation (“DTC”), for the account of the Underwriter of the Securities to be purchased on such date, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall The Global Note, or true copy thereof, will upon request be made through the facilities of The Depository Trust Company unless available for inspection by the Underwriter shall otherwise instructat the office set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (ed) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number principal amount of Securities set forth opposite its the Underwriter’s name on in Schedule 1 hereto at a price per Security equal to $17.3797.76% of the principal amount thereof plus accrued interest, if any, from November 1, 2015 to the Closing Date (as defined below). The Selling Stockholder Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Mxxxx Xxxxx LLP at 10:00 A.M., New York City time, on November 1013, 20172015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date.”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriter against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriter Underwriter, of one or more global notes representing the Securities to be purchased on such date(collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall The Global Note will be made through the facilities of The Depository Trust Company unless available for inspection by the Underwriter shall otherwise instructnot later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have no any responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling Stockholderany other person.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number of Underwritten Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.3797% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from January 30, 2018 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery, solely to cover over-allotments. The Selling Stockholder will Underwriter may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of this Agreement, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two business days prior to deliver any the date and time of the Securities except upon payment for all the Securities to be purchased as provided hereindelivery specified therein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Securities will be made Underwritten Securities, at the offices of Cravath, Swaine & Mxxxx LLP U.S. Bank National Association at 10:00 A.M., A.M. New York City timetime on January 30, on November 10, 20172018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writingwriting or, in the case of the Option Securities, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Securities. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Closing Date”” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date. (d) ” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriter of the Securities to be purchased on such datedate of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall The Global Note will be made through the facilities of The Depository Trust Company unless available for inspection by the Underwriter shall otherwise instructat the office of BTIG, LLC set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (ed) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Shares and Underwritten Warrants to the Underwriter as provided in this underwriting agreement (this “Agreement”), and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase at a combined purchase price for each Underwritten Share and Underwritten Warrant of $15.04 per unit, which shall be allocated as $15.03 per share of Common Stock (the “Per Share Purchase Price”) and $0.01 per Warrant (the “Per Warrant Purchase Price”) from the Company the respective number of Securities set forth opposite the Underwriter’s name in Schedule 1 hereto. In addition, the Company agrees to issue and sell the Option Shares and Option Warrants to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees shall have the option to purchase from the Selling Stockholder Company the Option Shares and Option Warrants at the Per Share Purchase Price and the Per Warrant Purchase Price, respectively, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares and Underwritten Warrants but not payable on the Option Shares and Option Warrants, respectively. The Underwriter may exercise the option to purchase Option Shares and Option Warrants at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal Option Shares and Option Warrants as to $17.37. The Selling Stockholder will which the option is being exercised and the date and time when the Option Shares and Option Warrants are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date nor later than the 10th full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to deliver any the date and time of the Securities except upon payment for all the Securities to be purchased as provided hereindelivery specified therein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public an offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisableSecurities, and initially to offer the Securities on the terms set forth in the ProspectusPricing Disclosure Package. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates and that any such affiliate may offer and sell Securities purchased by it to or through the an Underwriter. (c) . Payment for and delivery the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter and, in the case of the Securities will be made Underwritten Shares and Underwritten Warrants, at the offices of CravathMxxxx, Swaine & Mxxxx LLP Lxxxx, Cohn, Fxxxxx, Gxxxxxx and Pxxxx, P.C., counsel for the Underwriter at 10:00 A.M., New York City time, on November 10March 5, 20172024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writingwriting or, in the case of the Option Shares and Option Warrants, on the date and at the time and place specified by the Underwriter in the written notice of the its election to purchase such Option Shares and Option Warrants. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares and Option Warrants, if other than the Closing Date, is herein referred to as the “Additional Closing Date.”. (dc) Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Underwriter for the account of the Underwriter of the Securities to be purchased on such date, date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriter shall otherwise instruct. (ed) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. AdditionallyThe Company further acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities, and any related discounts and commissions, does not constitute a recommendation, investment advice, or solicitation of any actions by the Underwriter, (b) Underwriter has not assumed and will not assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities or the process leading thereto (irrespective of whether the Underwriter has advised or is not currently advising the Company or on other matters) and the Selling Stockholder or any other person as Underwriter has no obligation to the Company with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (c) the Underwriter and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, (d) the Underwriter has not provided any legal, taxaccounting, investmentregulatory, accounting investment or regulatory matters in any jurisdiction. The Company tax advice with respect to the offering of the Securities and the Selling Stockholder shall consult Company has consulted its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate and (e) none of the activities of the Underwriter in connection with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated herebyherein constitutes a recommendation, and investment advice or solicitation of any action by the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect theretoto any entity or natural person. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder Company agrees to issue and sell the Underwritten Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Selling Stockholder Company the number principal amount of Underwritten Securities set forth opposite its the Underwriter’s name on in Schedule 1 hereto at a price per Security equal to $17.3797.875% of the principal amount thereof (the “Purchase Price”) plus accrued interest, if any, from June 23, 2014 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. The Selling Stockholder will Underwriter may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriter to the Company, solely to cover over-allotments. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be obligated earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice. Any such notice shall be given at least two Business Days prior to deliver any the date and time of the Securities except upon payment for all the Securities to be purchased as provided hereindelivery specified therein. (b) The Company and the Selling Stockholder understand understands that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriter in the case of the Securities will be made Underwritten Securities, at the offices of Cravath, Swaine Xxxxx Xxxx & Mxxxx Xxxxxxxx LLP at 10:00 A.M., A.M. New York City timetime on June 23, on November 10, 20172014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writingwriting or, in the case of the Option Securities, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Securities. The time and date of such payment and delivery for the Underwritten Securities is referred to herein as the “Closing Date” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. (d) . Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriter of the Securities to be purchased on such datedate of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling StockholderCompany. Delivery of the Securities shall The Global Note will be made through the facilities of The Depository Trust Company unless available for inspection by the Underwriter shall otherwise instructat the office of Xxxxx Xxxx & Xxxxxxxx LLP not later than 5:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be. (ed) The Company acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Company or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult has consulted with their its own advisors concerning such matters matters, to the extent it deemed necessary, and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderCompany, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderCompany.

Purchase of the Securities by the Underwriter. (a) The Selling Stockholder agrees to sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Issuer agrees to issue and sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter agrees to purchase from the Selling Stockholder Issuer the number entire aggregate principal amount of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37(i) with respect to the 2.20% Senior Notes due 2016, 99.506% of the principal amount thereof plus accrued interest, if any, from August 15, 2011 to the Closing Date (as defined below), (ii) with respect to the 3.75% Senior Notes due 2021, 99.567% of the principal amount thereof plus accrued interest, if any, from August 15, 2011 to the Closing Date and (iii) with respect to the Floating Rate Senior Notes due 2014, 99.80% of the principal amount thereof plus accrued interest, if any, from August 15, 2011 to the Closing Date. The Selling Stockholder Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand Issuer understands that the Underwriter intends to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Company Issuer acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter may offer and sell Securities to or through any affiliate of its affiliates the Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine Xxxxxxx Xxxxxxx & Mxxxx Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on November 10August 15, 20172011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Company Issuer may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriter by the Issuer against delivery to the account of the Underwriter of the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Selling Stockholder. Delivery of the Securities shall be made through the facilities nominee of The Depository Trust Company unless Company, for the account of the Underwriter, of one or more global notes representing the Securities (collectively, the “Global Notes”). The Global Notes will be made available for inspection by the Underwriter shall otherwise instructnot later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer acknowledges and the Selling Stockholder acknowledge and agree agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder Issuer or any other person. Additionally, the Underwriter is not advising the Company or the Selling Stockholder Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder Issuer shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholder Issuer with respect thereto. Any review by the Underwriter of the Company or the Selling StockholderIssuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company or the Selling StockholderIssuer.